Nanoshift
by ParadoxicOrder8
Summary: After a chance encounter with Ben during a crisis Elena Vallidus is determined to right the wrongs of her past actions and get a hold of her power once and for all instead of allowing them to dictate her actions. Watch as the Queen gets used to her new found purpose and perhaps gets what she always wanted but never went about the right way once and for all.


Ben grit his teeth as he ran away from Looma's lunge and side stepped Attea's tongue

 _Why do I get the feeling I inherited this problem from Grandpa?! I never saw Xylene fight over him like this...!_

He glanced at his watch and sighed in relief as it showed that it was once again charged. The brief moment of distraction was pounced upon by Nyancy as she tackled him to the ground and straddled him.

"Give me back my adorable kitty Ben! I have a ton of yarn for him to play with!" She makes a grab for his hand only to be smacked by a tongue and flung away by the force.

"Not on my watch you aren't! Tennyson is mine, and I'll conscript him into my glorious empire and together we'll rule the Universe!" Attea says as her tongue retracts and she smirks, only for her eyes to widened when she was punched into a wall by Looma's right lower hand.

"No one touches my future husband without my consent! I'll rip out your tongue and wear it at our wedding!" She yells as her four yellow eyes narrow and she lunges at the back tracking frog alien.

Ben rolls his eyes, having just about enough of all this as he flips open the dial only only for him to gasp as trillions of microscopic Nanochips formed in front of him into a body he very much didn't want in this situation

"Wedding?! As if you Tettramand hussy! He doesn't want you! Any of you! None of you care about him like I do! All any of you want is him in a specific form! I love him just as he is!" Elena Vallidus yells, her arms crossed in front of her as she stares down the fools who would DARE touch Ben in a manner he didn't want.

"I'll show you my love after I rip all of you apart cell by cell! Than nothing will get in the way of our love! Now that Julie's out of the picture and hiding from the fame he has, I won't let anything get in the way of what's meant to be, least of all you!" Her form shifts to steel gray and muted blue as her face is framed by a mechanical crown. She lifts her arms up and wills the Nanochips at her command to spread apart her foes and disassemble them completely.

Seeing the massively out of control situation he was in Ben grit his teeth and stood up, "ENOUGH! I'm not some play thing for all of you to fawn over! This watch isn't just here for any of you to pick and choose a mate, I use it to protect people! I'm not some cat to be kept, a soldier to be conscripted, a husband in some alien tradition, or someone to obsess over! I'm Ben Tennyson, a hero thats saved the universe more times than I can count, and I'm really really tired of being treated like some prize!"Before he even realized it, he'd pushed the dial down and instantly towered above his would be admirers and the buildings around them. Way Big glared balefully at them all.

"THIS ENDS NOW. SURRENDER PEACEFULLY OR BE DEALT WITH BY FORCE."

Attea looked around at her opposition and frowned seeing how insurmountable her odds were of getting what she wanted.

"Fine than, have it your way Benjamin! I know when a situation's a lost cause, just remember that I offered you the universe at my side!" With a final smirk she fingered her teleporter and vanished in a blaze of blue light.

Looma's eyes narrowed, "You dare refuse my love for you and our wedding?! The power that comes with being my consort! Fine than, I'll just have to tell daddy that you don't want what we can offer you, you can kiss goodbye any help from the Tetramandian empire!"

Moments later she too vanished leaving behind a rather scared Nyancy and a glowering Elena who quickly scared her off. Being the last one there she looked up at the towering Way Big and with a thought grew in size to match him.

Her eyes softened as she looked at him, "I don't understand Ben, why do you still refuse my love for you!? Haven't I shown you that I'd do anything, become anything, for you?!"

Way Big folds his arms as he says softly, "That's the problem Elena. I won't say I don't feel attracted to you, but this obsession you have with me isn't healthy. You tried to get rid of my friends and almost choked my to death before, almost took over the entire world!"

Her eyes narrow into slits as her body buzzed in agitation, "So what, am I not good enough for you?!"

"That's not it. I like you, even after all of that... it's just I don't want you to be obsessed with me. I want you to be your own person, with your own thoughts and feelings. Interests away from me. I don't want you thinking of me as some prize to cling to or some ideal to worship."

Way Big vanishes in a flash of green light as Ben looks at Elena's shrinking form, pleading with her to see reason, once they were back to normal he sighed as he motioned back to where the others were, "It's just like those women there. They don't want me for me, just a form that I can turn into. With you all you see is some perfect boy that you'll be happy with forever. I'm not perfect as anyone who knows me can attest to."

He frowns as he looks at her, "I won't say no to actually trying a relationship so long as you don't put me on a pedestal, I have way too much of that already with my fans, and the expectations of the universe at large. If you want a relationship with me you need to treat me as a person, not some ideal being you need to change for. You have to realize that I won't just be yours, that I need space to Hero and relax, and that people will want to me to help them. That I'll want to do so."

He folds his arms in front of himself, cocks his head, and grins, "So, what do you say Elena? Do you want to actually be in a relationship with me, and treat me just like you would anyone else? One were you don't go off trying to kill the people close to me and keep me for yourself?"

She frowns deep in thought before her form shifts to make her indistinguishable from any other human, a small smile on her face, "I won't say I'll get it down right away or that I won't relapse any... but if it will finally allow me to get a chance to be with you... Ok Ben. I'll try. In the mean time, do you think I could help you Hero? I might need some help to not be... as obsessive as I was and what better way to reign me in and point out my relapses than being with you?"

Ben's smirk grows into a fond smile, "That would be a good idea, and it would be nice to be a part of a 3 man squad again... You aren't just saying that because you want to maximize your time with me right?"

Elena frowns as she folds her arm, a small pout on her face, "Of course not. You said it yourself after all, I can't stop you from Heroing, but I can help you keep yourself safe and maybe learn to be one myself."

He chuckles, "Just making sure is all, Grandpa will probably want you to finish your Plumber training before you become my partner though. In the mean time, I don't suppose you'd be up for a smoothie?"

Elena chuckles as she wraps a arm around Ben, "Sure that's fine by me, on both counts. I always did regret not finishing it... maybe I can continue my study of the Nanochips while I'm there. I really was honest in my want to help humanity and the universe at large with what they are capable of."

Ben nods as he walks across the street, "They would help quite a few people out if you ever did figure it out. I wouldn't mind helping you from time to time with it, assuming I'm not busy."

She grins as her eyes sparkle in delight, "I'd like that very much Ben and I'm sorry for how I acted before, I didn't realize how I was effecting you."

She looks down at the table they were now seated at, frowning, as she lets out a single chip from her form, "The microchips let me get whatever I wanted... at least that's what I thought before. All I ever wanted was for you to let me love you but the way I let the chips do it just drove you further away. I almost killed you and probably would have if Julie didn't stop me in time. I'm sorry."

Ben surprised her by shrugging, "Hey you wouldn't be the first friend that's tried to kill me, Kevin occasionally goes crazy from absorbing energy, so I know that sometimes people aren't in control of themselves. You can consider that water under the bridge, so long as neither of us forgets about the consequences of what you could potentially do, and work to avoid it, it's all fine by me. I promise I'll help you however I can and I'll be sure to be there for you to help you find that path of helping others if you ever get lost."

Elena's eyes widen as she felt tears slide down her face, she sniffled as she brushed them away, "You know, some people would say you're far too kind giving me a second chance even after all this time... but thank you. I truly appreciate it, and I'll try my hardest to not go crazy again."

He smiles softly as he says, "No problem Elena, being a Hero means trying to help others even when most everyone would say the other person shouldn't be helped. I'm sure that together we'll be able to show the universe just how much good the Nanochips can do. Anyway, enough serious talk, what would you like to order?"

She shrugs as the lone Nanochip is reabsorbed back into her, "I'm fine with anything really."

Ben cocks his eyebrow, "Well if you're sure."

She nods, and as Ben went to get her a smoothie she thought a lot about what he said and her actions previously. She didn't like what she found now that she wasn't obsessing over what she had deemed of as hers. She couldn't believe that she had thought it right to kill people just because they were close to Ben, or didn't approve of her seeking a relationship with him like her father had.

She had killed the only family she had left because he held a grudge against the Plumbers for firing him and not believing him about the Nanochips. The Tennysons most of all because Max was the one who told him the news, and that made her father irrationally angry. He forbade her from contacting Ben again. She couldn't stand him at that moment and ran away to his laboratory. She was angry. Furious, so much so that she smashed what she found in blind rage. That's when she first came in contact with the Nanites and merged together. Those first frightening seconds she just lashed out and by the end of it her dad was just a cloud of bio particles scattered to the four winds.

By the time she came to terms with what she'd done she couldn't accept it. She wouldn't accept it. The Nanites heeded her call and made him anew without any memory of her powers. Even though he was alive again she couldn't get the knowledge of his death out of her mind and so she distanced herself from him. Over time he too came into contact with the Hive in his research leading to that faithful day of her meeting up with Ben once again. She shook her head to clear it from thoughts best left unremembered as Ben sat down and placed her smoothie in front of her.

He frowned, "Are you doing okay?"

She smiled shakily as she shrugged, "Yeah I guess, I was just thinking about before. I've realized how... unhinged I was. Now that I have I'll strive to be better, not for you or anyone else though, but for me. I don't much like what I was before."

Ben grins, "That's good. A goal to work to is great to have, especially one that isn't centered on me given all that came before. How do you like the smoothie?"

She takes a sip and her faces scrunches, "What is this?! It's sweet, sour and bitter all at once... It should be bad but somehow it isn't."

Ben laughs as he to takes a sip, "It's what they call the Ben combo, I partnered with them a while after my secret identity came out. After they got wind of my... particular combination habit they invited me to their headquarters to make one of my very own and have it sold around the world. That was one of the best days of my life. I drank so much smoothie that I was almost sick of the sight of one but once I hit on the right combination I knew it was worth it."

He takes another sip and Elena mimics him, swishing the smoothie inside of her mouth and marveling at the blend of flavors that by all rights shouldn't work as well as it did.

"Anyway to answer your question it has chocolate, peppermint, ground rose mary and a host of twenty other spices along with a secret ingredient not native to Earth but verified as safe to eat by the Plumbers. I'm proud to say that since it's creation it's been on the top 5 most sold of their products."

Elena quirked her eyebrow at him as she continued eating her treat, "You know somehow I lost track of your more normal deeds along the way. I always focused on your heroics and how you managed to save the day time and again, I even almost intervened whenever it seemed you were almost done for. But you pulled through time and again, you honestly made it look effortless. My admiration for you only grew... and when I saw them only want you for your forms I just couldn't take it."

She looks down at the table to avoid his gaze as she takes another sip, "I think a part of me realized that I was looking at you the same way they were, just in a different sort of way. Every time I think about what I did, what I was willing to do for you... I get scared. Even now I'm terrified of what the chips could do if I ever wanted something badly enough. Sometimes it feels like they know me better than I do."

Ben frowns, his eyes lit with worry, "Hey, I already said it's okay. All of that stuff it under the bridge... just think of it as your origin story. Every hero has one right?"

Elena's eyes meet his as she takes in his grinning face, "Sure you might have stumbled here and there, but now that you've realized what you did wrong and have people willing to help you it's going to be okay. You don't have to be scared anymore. You'll always have people that will be there to help you achieve your dream of becoming a better person."

Elena feels heat rise to her cheeks as she avoids his eyes, "No wonder they fell for you. You're a very good talker Ben. More than that, you're a good person. I just wish more people could see past your transformations or fame to see the real you."

Ben smiles sadly as he shrugs, "Yeah... but people also need someone to believe in, someone to light the way to a brighter future. Heh, you know I've actually gone to my future and have meet my future self multiple times? The world that's yet to be made was... peaceful. As peaceful as it was advanced, even if there was still crime here and there."

Elena pushed down the anger she felt at the sadness in his eyes and motioned for him to continue, "I've never really told anyone this before but... I don't go hero just because I enjoy it -even if I do- I do it because I want what I saw that day. Humans and aliens living side by side, the world with advanced technology and people with magic working to a better tomorrow. It's... nice to see my work having such a great pay off."

He focuses on the table for a bit, his drink forgotten momentarily as he remembers what has yet to be, a forlorn look on his face. With a shake of his head he looks at her and grins, "This is nice you know? Having a day where I can solve a situation peacefully. I haven't had one in a very long time, and better yet I get to reconnect with you."

She grins a bit around her straw, "I have to say I've enjoyed myself a lot as well. I hope we can do this more often after we've sorted everything out with the Plumbers."

He nods as he finishes his drink, "Yeah, me too! Come on, the quicker we get done with processing the quicker we can find a way to use those Nanochips of yours for good around the universe!"

She smiles as she stands up, her drink half finished and in her left hand, she walks by his side as she nods, "Yeah! Together we'll make that future you talked about real and even better than before!"

Soo... yeah. This went away from me. I didn't have a outline or whatever just a general Valentiney thing in my head that turned into this. ...Oops?

Is... is it still romantic? I mean I know it's hopeful but I dunno.

As always please Read, Review, and tell me what you hate/love about anything on here

Seriously. The likes are nice and all but... they don't really help me get better (and thus help you get better content in the future). It's a symbiotic relationship I'm trying to establish~


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